I hate to post anything unfinished, but I might as well, since I'm not going to get online again before the deadline (with Easter coming up and all). I thought I could finish it at school today, but it turns out they only have Paintshop Pro, not Photoshop :(
I'm not sure if we're even allowed to post unfinished images in the Background Blitz thread. If not, feel free to move it. I just thought I'd keep it within context of the carnival theme, and I would feel worse not posting anything when I said I would:

I'd love to hear any criticism or advice. It might be difficult to say anything about an unfinished background, but if you have any thoughts about basic stuff like composition and perspective, please do tell.
Edit: You don't have to mention that the hind legs of the horse look kinda funky, I am fully aware of that :)
As for film noir influence, I wanted the merry-go-round to be backlit, so that the horse cast a huge shadow on the boarded up facade. And the fortune telling machine in front would have been almost silhouetted. I didn't really manage to convey that in the pencil drawing - you can't even see that the scene's set at twilight. Most of the inspiration came from Strangers on a Train, which isn't really a film noir (although Hitchcock uses a lot of the same visual effects). I also re-watched the amusement park scenes from The Lady from Shanghai and The Third Man for the atmosphere, but they didn't really add anything.
Sorry that I couldn't contribute with anything real this time,
GarageGothic